Schedules; Duty to Update Sample Clauses

Schedules; Duty to Update. 57 ANNEX AND EXHIBITS Exhibit A Terms of Xxxxxx Employment Agreement Exhibit B Terms of Xxxxxx Option Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Rule 145 Letter Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of April --------- __, 2001, is by and among IVonyx Group Services, Inc., a Delaware corporation ("IVonyx"), IVonyx, Inc., a California corporation and a wholly-owned subsidiary -------- of IVonyx ("IVonyx Sub"), Infusion Acquisition Sub, Inc., a Delaware corporation ---------- ("Acquisition Sub"), and xxxxxx.xxx, Inc., a Delaware corporation ("Parent" and, --------------- ------ together with Acquisition Sub, the "Koop Parties"). IVonyx and IVonyx Sub are ------------ collectively referred to herein as the "IVonyx Parties" or individually as an -------------- "IVonyx Party." IVonyx, IVonyx Sub, Acquisition Sub and Parent are at times ------------- collectively referred to herein as the "Parties" or individually (and without ------- distinction) as a "Party." ----- RECITALS --------
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Schedules; Duty to Update. Each Party acknowledges that the ------------------------- failure to include or disclose information that is applicable to or requires inclusion in any Schedule, where such information is already disclosed or contained in another Schedule and such information is reasonably related to the Schedule from which it has been omitted, shall not, if inadvertently omitted from such Schedule, be deemed the failure to provide such information and shall not constitute a breach of this Agreement. The Parties further agree, between the date hereof and the Closing, to provide any information required to amend, supplement or update any Schedule. In the event any such update made by the IVonyx Parties individually or when aggregated with one or more other updates materially and adversely affects the Business or the Assets in the reasonable determination of the Koop Parties, the Koop Parties shall have the option of terminating this Agreement, which option must be exercised within 30 days of the receipt of the applicable update(s) that gave rise to such option to terminate this Agreement. In the event the Koop Parties do not exercise their option to terminate the Agreement pursuant to the preceding sentence, then the Schedules of the IVonyx Parties shall be deemed to have been modified with respect to the applicable update(s) that gave rise to such option. In the event any such update made by the Koop Parties individually or when aggregated with one or more other updates materially and adversely affects the business or the assets of the Koop Parties and their Affiliates taken as a whole in the reasonable determination of the IVonyx Parties, the IVonyx Parties shall have the option of terminating this Agreement, which option must be exercised within 30 days of the receipt of the applicable update(s) that gave rise to such option to terminate this Agreement. In the event the IVonyx Parties do not exercise their option to terminate the Agreement pursuant to the preceding sentence, then the Schedules of the Koop Parties shall be deemed to have been modified with respect to the applicable update(s) that gave rise to such option. (Signature page follows)
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Related to Schedules; Duty to Update

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • Schedules etc References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

  • Obligation to Update Disclosure The Indenture Trustee will notify and provide information, and certify that information in an Officer’s Certificate, to the Depositor on the occurrence of any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (a) may be required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against U.S. Bank National Association that are material to the Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such proceeding, (b) the Depositor reasonably requests of the Indenture Trustee that the Depositor, believes is necessary to comply with Regulation AB within five days of the request, (c) is required to be disclosed under Item 5 (submission of matters to a vote of the Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of the submission, (d) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank National Association as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of the occurrence or (e) causes the information given by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements given by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware of the event or condition.

  • Schedule Updates the Contractor agrees to maintain the Work duration schedule updates on an ongoing basis and, when the County requests it, include the updates in its payment request. The Contractor may be required to submit a narrative report with each monthly update which shall include a description of current and anticipated problem areas, delaying factors and their impact, and an explanation of corrective action taken or proposed. Failure to do so may be considered a material breach of the Contract. Any additional or unanticipated costs or expense required to maintain the schedules shall be solely the Contractor’s obligation and Contractor agrees not to charge the County.

  • Updates to Schedules Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any material respect, the Borrower shall promptly provide the Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct same; provided, however, that no Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required Banks, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule.

  • Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Schedules Schedules to this Agreement form a part of it.

  • How to Update Your Records You agree to promptly update your registration records if your e-mail address or other information changes. You may update your records, such as your e-mail address, by using the Profile page.

  • LIST OF SCHEDULES AND EXHIBITS Schedules

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